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Is Your LLC Ready for the New Arizona LLC Act?

Uncategorized
On September 1, 2020, Arizona's adoption of the Uniform Revised Limited Liability Company Act takes full effect in the form of the "Arizona Limited Liability Company Act" (ALLCA), which was signed into law by Governor Ducey last year. The Arizona Limited Liability Company Act ALLCA repeals Arizona's previous Limited Liability Company Act (in place since 1992) and introduces a number of default provisions that, if you and your fellow LLC members do not have a written operating agreement in place, could alter the way your LLC is managed and operates. There are two important dates current and potential LLC members should keep in mind for ALLCA: As of September 1, 2019, all LLCs formed in Arizona on or after that date must be compliant with ALLCA.As of September 1, 2020,…
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When Do I Need a Lawyer to Help in a Business Purchase?

When Do I Need a Lawyer to Help in a Business Purchase?

Business Sale, Contracts, Letter of Intent, Sale of Business
Months ago, I was asked by some LLC members to review and make changes to their company's operating agreement. They also told me they were "in the process" of buying an established local company from its owner and that they might want my firm's help on that "later". I did not press this last part since, as a Phoenix business lawyer, I see a lot of folks claim to be "in the process" of a lot of things. Instead, I focused on the job they had asked me to do and let them know that I would be there to assist further if they needed guidance or further representation. Sure enough, several months later, these same clients later asked me to evaluate some stock purchase documents drafted by the seller's…
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Cara Delevigne Followed Me: Protecting Value in Celebrity Names

Cara Delevigne Followed Me: Protecting Value in Celebrity Names

Trademark Dilution, Trademark Infringement, Unfair Competition
Will The Real Cara Delevingne Please Stand Up? The other morning, I woke up to a notification that (British model, singer, and actress) Cara Delevingne had followed me on Instagram. After congratulating myself on how hip I was to recognize the name of a (currently) famous person, and contemplating Cara and I's eventual life together, I then realized from the actual Instagram handle that it was not THE Cara Delevingne now following my amazing Instagram life but someone (for whatever bizarre reason) merely posing as her. Despite my disappointment, it got me thinking about the legal challenges faced by famous persons and celebrities in protecting their names from use by others in this social media age. If you are a celebrity (or quasi-celebrity) these days, what can you do to…
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No Guarantee: Is My Spouse Liable for My Business’ Debts?

No Guarantee: Is My Spouse Liable for My Business’ Debts?

Contracts
My emerging business clients often run into issues obtaining business credit. It is not unusual for the client's prospective lender or commercial landlord to ask the client to execute a personal guaranty as a condition of moving forward on a deal. Frequently, the form of guaranty will ask for or identify business owner's (and their partners') spouses. As a Phoenix business attorney, I am frequently asked if such a guaranty is really necessary and, if so, whether such a personal guaranty is even binding against the business owner's wife or husband? In order to understand the request of the personal guaranty, it is important to understand both why the lender, landlord, etc. is asking for it in the first place and also why they are have to have your spouse…
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Contract Thoughts from The ‘Hole

Contract Thoughts from The ‘Hole

Contracts, Sports, Uncategorized
Last week I was in beautiful Jackson Hole, Wyoming to do some skiing. Unfortunately for me, this season also happened to be the first year that Jackson Hole (technically, "Jackson Hole Mountain Resort") has partnered up with private-equity owned Alterra Mountain Co. (owners of, among other high-profile places, Colorado's Steamboat Springs and Utah's Dear Valley) to add itself to a list of premier ski resorts offered under an all-you-can-ski season pass called the "IKON Pass". Before I had even set one ski down at JHMR (I skied at the nearby--and far more sedate--Grand Targhee the first two days), I had heard locals grumbling about "IKON-ers" and what these carpetbaggers were doing to their once sleepy and uncrowded gem of a ski resort (arguably one of the Lower 48's top ski…
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